8-K

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549




                               FORM 8-K

                            CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934


    Date of Report (Date of Earliest Event Reported): July 5, 2000


                         VARI-L COMPANY, INC.
        (Exact Name of Registrant as Specified in its Charter)



      COLORADO                 0-23866                 06-0678347
(State of Incorporation)   (Commission File         (IRS Employer ID
                               Number)                  Number)


                          4895 Peoria Street
                        Denver, Colorado 80239
               (Address of Principal Executive Offices)




                            (303) 371-1560
                    (Registrant's Telephone Number,
                         including Area Code)



ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     (a) By letter dated July 5, 2000, Haugen, Springer & Co., P.C.,
Denver, Colorado, resigned as auditors and independent accountants for
Vari-L Company, Inc. (the "Company").  In its letter of resignation,
Haugen Springer stated that its resignation was prompted by the
following circumstances: (a) the refusal of the Company's former
Controller to meet with Haugen Springer, (b) statements attributed to
other management personnel of the Company which led Haugen Springer to
question, inter alia, whether it could rely on management's
representations, and (c) the decision of the Audit Committee of the
Company's Board of Directors to engage KPMG LLP to assist the
Committee in the Committee's internal investigation of the Company's
prior financial statements, in place of Haugen Springer, and
therefore, the likelihood that the investigation by KPMG will be
prolonged, which will result in a delayed issuance of revised
financial statements and auditors' reports.  Additionally, Haugen
Springer indicated that one or more "illegal acts", within the meaning
of Section 10A of the Securities and Exchange Act of 1934 (the
"Exchange Act"), has or may have occurred. The Haugen Springer letter
appears to constitute a "reportable event" pursuant to Item 304 of
Regulation S-K in that the report appears to constitute advice to the
management of the Company that information has come to the attention
of Haugen Springer that has made it unwilling to be associated with
the financial statements prepared by the Company.

     In a prior letter dated May 12, 2000, Haugen Springer had advised
the Company that new information had come to its attention which
affected its reports on the Company's financial statements for the
years ended December 31, 1997 and 1998.  In the Company's Form 8-K
filed on May 17, 2000, the Company announced that it would be
restating its previously reported financial results for the quarter
and year ended December 31, 1997, that the Audit Committee of the
Company's Board of Directors was continuing to investigate the
accuracy of its prior financial statements, and that there could be
further adjustments to those financial statements.  The Company also
announced that the Audit Committee had engaged Haugen Springer to
assist with its internal investigation to evaluate certain of the
Company's accounting policies and practices, including but not limited
to the Company's policies and practices concerning the capitalization
of labor expense and other costs.  The Audit Committee requested, upon
completion of that evaluation, that Haugen Springer issue new reports,
if required, regarding the Company's financial statements for the
years ending 1997, 1998 and 1999.

     On May 22, 2000, the Company filed its Form 10-Q, which included
financial statements adjusted to reflect the correction of the 1997
overstatement of revenues and earnings.  Attached as an exhibit to the
Form 10-Q was a letter addressed to the Audit Committee of the
Company's Board of Directors from Haugen Springer, dated May 19, 2000,
which stated that, because of the ongoing evaluation of the other
accounting issues relating to the Company's financial statements for
the years ending 1997 and thereafter, Haugen Springer would not permit
the use of their name or inclusion of their review report in
connection with the financial statements contained in the Company's
Form 10-Q.

     As noted above, in its July 5, 2000, resignation letter, Haugen
Springer referenced its concern that, in light of certain statements
attributed to the Company's management and a lack of cooperation from
the Company's former Controller, it was uncertain whether it could
rely on management's representations.  While Haugen Springer did not
specifically identify these management representations, the Company's
Audit Committee believes that it may refer to conflicting statements
by certain members of management and representatives of Haugen
Springer concerning the time at which Haugen Springer first became
aware of facts relating to the 1997 overstatement of revenues and
earnings as well as prior management representations concerning the
capitalization of certain expenses, and the depreciation and
amortization policies for certain assets.

     In its July 5 letter, Haugen Springer also stated that, because
it had not yet completed its investigation of, among other things, the
recognition of certain of the Company's revenues, the capitalization
of certain expenses, and the Company's depreciation and amortization
policies for the years ended December 31, 1997, 1998 and 1999, and
because the completion of that investigation is likely to be
prolonged, the Company's financial statements for those years, and
Haugen Springer's reports thereon, are not to be relied upon.
Finally, Haugen Springer indicated that it has become aware of
information indicating that one or more illegal acts, within the
meaning of Section 10A of the Exchange Act, has or may have occurred.
A copy of Haugen Springer's letter of resignation was sent to the
Chief Accountant of the Commission.

     The Audit Committee made the determination to retain KPMMPG LLP
to assist the Committee because it came to believe that, under the
circumstances, Haugen Springer could not effectively evaluate the
Company's prior financial statements which it had audited.

     The reports of Haugen Springer on the Company's financial
statements for the two fiscal years in the period ended December 31,
1999, did not contain an adverse opinion or a disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope, or
accounting principles.  In addition, prior to the commencement of the
Audit Committee's investigation of the Company's prior financial
statements earlier this year, there were no disagreements with Haugen
Springer on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or which, if not
resolved to the satisfaction of Haugen Springer would have caused
Haugen Springer to make reference to the matter in connection with its
report in connection with the audits of the Company's financial
statements for the years ended December 31, 1999.  However, as stated
above, Haugen Springer did not permit the use of their name or
inclusion of their review report (which report was never completed or
submitted to the Company) in connection with the financial statements
contained in the Company's Form 10-Q for the period ending March 31,
2000, and now has withdrawn its reports on the Company's financial
statement for years ended December 31, 1997, 1998 and 1999.

     Based on the information presented to the Company's Audit
Committee to date, the Company believes it is very likely that it will
restate its audited financial statements for each of the fiscal years
ending December 31, 1997, 1998 and 1999, and its unaudited financial
statements for the subsequent interim periods.  While the overall
impact of the various possible adjustments to the financial statements
cannot be determined at this time, those adjustments could have a
material adverse effect on the Company's balance sheet as well as on
the revenue and net income recognized by the Company during certain
fiscal periods.  Because KPMG LLP has only recently been retained, the
Company also cannot fairly estimate the amount of the required
adjustments that it expects to be made to its financial statements.
Revised financial statements of the Company for the affected periods
will be issued as soon as posiblepossible.

     The Company requested Haugen Springer to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements, a copy of which will be filed as an
exhibit in an amendment to this Form 8-K.

     (b)  The Company has not yet retained a new independent
accounting firm to audit its financial statements for the year ending
December 31, 2000.

ITEM 5.  OTHER EVENTS

     On July 7, 2000, the Company issued a press release relating to
the matters discussed in Item 4 above.  A copy of the press release is
filed as Exhibit 99.1 hereto.

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS

 (a)  None

 (b)  None

 (c)  Exhibits.

     16.1 Letter of Resignation and Report of Haugen, Springer & Co., P.C.,
          pursuant to Section 10A(b)(2) of the Securities Exchange Act of 1934,
          as amended, dated July 5, 2000, addressed to the Board of Directors of
          the Vari-L Company, Inc.

     99.1 Press Release dated July 7, 2000


Date:  July 12, 2000               VARI-L COMPANY, INC.



                                   By:/s/David G. Sherman
                                      David G. Sherman
                                      President

EX-16

HAUGEN, SPRINGER & CO., P.C.
Certified Public Accountants
- -------------------------------------------------------------------------
9250 East Costilla Avenue Suite 150 Englewood, CO 80112
(303)799-6969  FAX (303)799-6974                 Robert S. Haugen, C.P.A.
www.hsco.com   taxman@hsco.com              Charles  K.  Springer, C.P.A.



                               July 5, 2000



The Audit Committee of the Board of Directors
Vari-L Company, Inc.
c/o S. Lee Terry, Jr., Esq.
Gorsuch Kirgis LLP
Tower 1, Suite 1000
1515 Arapahoe Street
Denver, CO 80202

     By letter dated May 12, 2000, we advised you that new information had
recently come to our attention which affected our reports on the financial
statements of Vari-L Company, Inc. (the "Company") for the years ended
December 31, 1997 and 1998.  Applicable auditing standards required us to
advise the Company to disclose the newly discovered facts and their impact
on the financial statements to persons who are known to be currently
relying or who are likely to rely on the financial statements and our
related reports.  At that time, we further informed you that we were
evaluating other issues that may affect our reports on the Company's
financial statements for 1997, 1998 or other years.

     Since that time, we have inquired into various issues.  These issues
include the recognition of certain of the Company's revenues, the
capitalization of certain of the Company's expenses, and the depreciation
and amortization policies for certain of the Company's assets for the
years ending 1997, 1998 and 1999.  Each of these issues may affect
previously reported assets and net income.  Additionally, the Company's
former controller has refused to meet with us and statements attributed to
other management personnel that have been brought to our attention raise
additional questions, including whether we can rely upon management's
representations.

     On June 16, 2000, prior to the completion of our inquiry, we were
advised by the Company that the investigation into these, and other
related issues, would be completed by another firm engaged by the Audit
Committee.  Because the effects of these issues on the Vari-L financial
statements were not fully determined in the course of our inquiry and will
not likely be determined without the prolonged investigation by the firm
that succeeded us, the issuance of any revised financial statements and
auditors' report will necessarily be delayed.

     In this circumstance, we are required to inform you that appropriate
disclosure consists of the notification by Vari-L that the financial
statements for the years ended December 31, 1997, 1998 and 1999 and our
related reports ARE NOT to be relied upon.  This notification should be
made to persons known to be relying on the Company's financial statements
or who are likely to rely on the financial statements and related
auditors' reports.

     For the foregoing reasons, Haugen, Springer & Co., P.C. hereby
formally resigns as auditor for the Company.

     Section 10(A) of the Securities Exchange Act of 1934 (the "Exchange
Act") imposes obligations on independent public accountants to respond to
audit discoveries of "an illegal act".  The Exchange Act broadly defines
an "illegal act" as "an act or omission that violates any law, or any rule
or regulation having the force of law".  Section 10(A)(f).  For the
reasons discussed above, we have become aware of information indicating
that an illegal act(s) has or may have occurred.  Section 10(A) obligates
us to inform you, as we have done in this letter, and our letter dated May
12, 2000, of illegal acts that may have occurred.

     In accordance with the AICPA's SEC Practice Section Executive
Committee requirement, we are sending a copy of this letter to the Chief
Accountant of the SEC.

                                 Very truly yours,


                                 /s/Haugen, Springer & Co., P.C.
                                 HAUGEN, SPRINGER & CO., P.C.

EX-99

FOR IMMEDIATE RELEASE:                                        NEWS
July 7, 2000                           Nasdaq National Market-VARL

                         VARI-L COMPANY ANNOUNCES
                RESIGNATION OF INDEPENDENT ACCOUNTING FIRM
                         AND RETENTION OF KPMG LLP

               KPMG to Review Prior Financial Statements and
            Assist Audit Committee with Internal Investigation

     DENVER, July 7, 2000 -- Vari-L Company, Inc. (Nasdaq: VARL - news), a
leading provider of advanced components for the wireless
telecommunications industry, today announced that, by letter dated July 5,
2000, Haugen, Springer & Co., P.C., has resigned as the Company's auditors
and independent accountants.

     According to Haugen Springer, its resignation was prompted by the
decision of the Audit Committee of the Board of Directors to retain KPMG
LLP to assist the Committee in the Committee's internal investigation of
the Company's prior financial statements in place of Haugen Springer.  In
its July 5 letter, Haugen Springer referenced its concern that, in light
of certain statements attributed to Company management and a lack of
cooperation from the Company's former Controller, it was uncertain whether
it could rely on management's representations.  Haugen Springer declared
that, because it had not yet completed its investigation of, among other
things, the recognition of certain of the Company's revenues, the
capitalization of certain expenses, and the Company's depreciation and
amortization policies for the years ended December 31, 1997, 1998 and
1999, and because the completion of that investigation is likely to be
prolonged, the Company's financial statements for those years, and Haugen
Springer's reports thereon, are not to be relied upon.  Finally, Haugen
Springer indicated that it has become aware of information indicating that
one or more illegal acts, within the meaning of Section 10A of the
Securities Exchange Act, has or may have occurred.

     The Audit Committee stated that it made the determination to direct
legal counsel to retain KPMG LLP to assist counsel and the Committee
because it came to believe that, under the circumstances, Haugen Springer
could not effectively evaluate the Company's prior financial statements
which it had audited.

     The Audit Committee announced that it has not yet engaged a new
independent accounting firm to audit the Company's financial statements
for the year ending December 31, 2000.

     The Company confirmed that, as previously announced, it intends to
announce its financial results for the quarter ended June 30, 2000 when it
files its report on Form 10-Q in mid-August.  The Audit Committee stated
that it plans to complete the investigation and announce the adjustments
to the Company's prior financial statements at that time.  The Audit
Committee further indicated that it considers it very likely that
adjustments will be made in at least some of the areas cited by Haugen
Springer in its resignation letter but that it could not estimate the
amount of total adjustments or their effect on the Company's financial
statements going forward until the Committee completes its investigation.

     Through its headquarters in Denver, Vari-L designs, manufactures and
markets wireless communications components that generate or process radio
frequency (RF) and microwave frequency signals.  Vari-L's patented
products are used in commercial infrastructure equipment (including
cellular/paging/PCS base stations and repeaters, fixed terminal point to
point/multi-point data radios including LMDS/MMDS), consumer subscriber
products (advanced cellular/PCS/satellite handsets, web-enabled smart
phones, 2-way pagers, wireless PDAs, home networking), and
military/aerospace platforms (satellite communications/telemetry, missile
guidance, electronic warfare, electronic countermeasures, battlefield
communications).  Vari-L serves a diverse customer base of the world's
leading technology companies, including Adaptive Broadband, Agilent
Technologies, Ericsson, Glenayre Technologies (Wireless Access), Harris,
Hughes, IBM, LGIC, Lockheed Martin, Lucent Technologies, Mitsubishi,
Motorola, NEC, NeoPoint, Netro, Newbridge Networks, Nokia, Northrop
Grumman, Raytheon, Samsung, Siemens and SpectraPoint.

     Some of the statements contained in this news release are forward-
looking statements.  The accuracy of these statements cannot be guaranteed
as they are subject to a variety of risks, including but not limited to
the success of the products into which the Company's products are
integrated, governmental action relating to wireless communications
licensing and regulation, the accuracy of the Company's internal
projections as to the demand for certain types of technological
innovation, competitive products and pricing, the success of new product
development efforts, the timely release for production and the delivery of
products under existing contracts, future economic conditions generally,
as well as other factors.
###

CONTACTS:
Vari-L Company, Inc.              Pfeiffer Public Relations, Inc.
Dave Sherman, President                             Jay Pfeiffer
303/371-1560                                         303/393-7044
dsherman@vari-l.com                            jay@pfeifferpr.com